0000950170-22-013561 Sample Contracts

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2022 • Uxin LTD • Services-business services, nec

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made on July 27, 2022 by and among Uxin Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”), and Abundant Grace Investment Limited, a company limited by shares incorporated under the laws of British Virgin Islands. (the “Investor”).

SHARE SUBSCRIPTION AGREEMENT dated June 30, 2022 by and between ABUNDANT GRACE INVESTMENT LIMITED and UXIN LIMITED
Share Subscription Agreement • August 1st, 2022 • Uxin LTD • Services-business services, nec • Hong Kong

WHEREAS, the Company desires to allot and issue to the Investor, and the Investor desires to subscribe for and be issued from the Company, certain Senior Preferred Shares (the “Subscription Securities”), pursuant to the terms and conditions set forth in this Agreement; and

Termination Agreement of The Agreement Control Documents among Dai Kun and Beijing Minsi Lianhua Investment Management Co., Ltd and Yougu (Shanghai) Information Technology Co., Ltd. and Youxin Yishouche (Beijing) Information Technology Co., Ltd. March...
Termination Agreement • August 1st, 2022 • Uxin LTD • Services-business services, nec

This Termination Agreement of the Agreement Control Document (hereinafter referred to as the “Agreement") is made and entered into by the following parties in Beijing, People's Republic of China (hereinafter referred to as the “P.R.C.", excluding Hong Kong, Macau and Taiwan regions for the purposes of the Agreement) on March 31, 2022 (hereinafter referred to as the “Signing Date").

NOTE CONVERSION AND SHARE EXCHANGE LETTER
Note Conversion and Share Exchange Letter • August 1st, 2022 • Uxin LTD • Services-business services, nec

WHEREAS, we, 58.com Holdings Inc., a business company incorporated under the laws of the British Virgin Islands (“we,” “us,” “our” or “58.com”) entered into that certain convertible note purchase agreement dated as of May 29, 2019 (the “May 2019 CNPA”) with Uxin Limited (“you,” “your” or the “Company”) and certain other parties thereto, pursuant to which the Company issued to 58.com a convertible promissory note in the principal amount of US$100,000,000 on June 10, 2019 (the “Original 58.com Note”) against the full payment of the purchase price from 58.com; and

THE SYMBOL “[*]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL FRAMEWORK Agreement
Framework Agreement • August 1st, 2022 • Uxin LTD • Services-business services, nec • New York

This Framework Agreement is entered into as of July 18, 2022 (this “Agreement”) by and among Uxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Uxin”), Mr. Kun Dai (戴琨), a PRC individual with PRC identify card no. of [*] (the “Founder”), the Affiliates of Uxin identified on Schedule A hereto (collectively, the “Uxin Entities”, and together with Uxin and the Founder, the “Uxin Parties”), 58.com Holdings Inc., a business company incorporated under the laws of the British Virgin Islands (“58.com”) and the Affiliates of 58.com identified on Schedule B hereto (collectively, the “58.com Entities”, and together with 58.com, the “58.com Parties”). Each of the Uxin Parties and the 58.com Parties is hereinafter referred to as a “Party”, and together as the “Parties”.

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